The late afternoon sun felt warm on Katherine's face as she skipped hurriedly out of the her school's gates. She turned and waved goodbye to her friends. "Hey Kat, you sure you don't wanna come over to my place with Ginny and Flea?" Her best friend Jules called. "My mom's gonna be out till later?"

Katherine knew that meant they would be raiding Jules' mom's drinks cabinet and to be fair she was sorely tempted having developed a liking for gin. "Would love to." She replied. "But my mom wants me home straight away!" Katherine turned and hurried away hoping Jules hadn't seen her blush, a sure sign she was lying. At the end of the road she looked back to check no-one was watching then turned left away from her house. She had butterflies in her stomach at the though of what she was about to do, the sudden fit of nerves almost making her change her mind but she took a deep breath and continued on towards her meeting with Joe Eaton.

A few months back Katherine had discovered her pussy! Well, to be precise, what she'd actually discovered was just how nice it can be to play with her pussy since she'd been touching herself there since she was at least 10 but with little real pleasure. That all changed early in the summer vacation when Jules showed her a porn magazine of her father's that she had found. The two friends had browsed the full page glossy photos of men and women fucking in all sorts of positions. Katherine had felt such strong feelings between her thighs she could hardly wait to get home and finger her suddenly very wet pussy. Later, when she did get home, she had experienced her first ever orgasm!

It was an eye opener for Katherine! She couldn't get enough of that wonderful feeling and she'd been jilling herself several times a day, most days ever since. She longed for another look at that glossy magazine but Jules had put it back in its hiding place in her dad's garage. She so wanted to see a real dick, to touch one. She would do anything! She had seen boys dicks before of course, when she was little and it hadn't meant anything. She had even seen her dad's dick one time when she was 8 and had gone into the bathroom to pee as he was taking a shower. Katherine had gazed at the long tube of flesh hanging down between daddy's legs. It had been soft and droopy though, now she really wanted to see one sticking up like in the porn magazine!

Katherine had a plan in mind to get a boy to show her his dick. She knew of a place where some 9th grade boys hung out to smoke cigarettes so during morning break earlier that day she snuck over thinking she could threaten to report them if they didn't show her what she wanted. As it turned out, only one boy was there, Joe Eaton, who she reckoned was nice enough as boys went.

"What do you want kid?" He had snarled. "Go away!"

"I... I... er, I want you to er... show me your er... thing." Katherine had stammered, suddenly feeling rather shy.

"Fuck off!" Joe had exclaimed. "I ain't showing you nothing."

"But... but.. I... I'll report you for smoking if you don't!"

"Ha ha!" He'd laughed. "How's that gonna look when I tell them you wanted to see my dick."

Katherine had been perplexed. This wasn't going how she'd planned. "I will tell, so there!"

"Okay, tell you what kid, here's the deal." Joe had said. "I'll show you my dick if you show me your tits and pussy." He said thinking that would frighten off the little 6th grader.

She had been shocked at first but then realized it would only be fair. It would be embarrassing but worth it. "Well, okay then." She had replied as she'd stepped forward lifting her dress.

"Woah! Not here stupid, we could easily be caught!" Joe had stammered, shocked that she had agreed to his terms. He hadn't expected her response but it could be quite interesting he thought. "I err... I know a place we can go, meet me at the play area in Wyndham Park after school if you really want to do it?"

Katherine really did want to see his dick... maybe even touch it, and all she had to do was show him her privates which is why she was now making her way across the park towards the swings where she could see Joe sitting waiting for her. "Hey." She said as she sat on one of the swings.

"Hey yourself." Joe replied. "Decided to come then." He really didn't think she'd show up.

"Yeah, you still gonna show me your thing?" Kat asked.

"Yeah, maybe." Joe shrugged. "Deal still on? You'll show me yours too?"

"Uh huh." She nodded as she looked around the park which had quite a few people in it, dog walkers and kids heading home from school mostly. "Where?"

"Place I know up here, c'mon" Joe said as he walked off towards the park fence. Kat jumped off the swing and followed, wondering where they were headed. Joe ducked through a hole low down in the fence then held the chain links open for Kat. They were now in waste ground alongside the railroad tracks. Joe picked his way along a path of sorts that ran behind the boundaries of some houses. Kat figured it would be quiet enough here. No-one would see unless a train went past. Then another boy stepped out from behind a bush!

"Yo!" He greeted them. "She came then." Kat recognized him as Mark Haliday, an overweight boy that always smelt of body odor whom she really didn't like! He was one of Joe's friends.

"Yep, didn't think she would but she's here." Joe replied. "Y'all set back there?"

"Oh yeah!" Mark leered at Kat.

"Hey!" Kat exclaimed. "I didn't agree to him being there too."

"What's the matter, you chickening out?" Joe said. "Way I see it you're getting the better end of the deal... three dicks instead of one."

"Three! What do you..." Kat was puzzled.

"He's counting me too." Said a voice behind her.

Kat spun round to see another 9th grade boy, Paul Coates, had snuck up behind her, cutting off any thought of escape. Three dicks was a good deal she supposed, especially since one of them would be Paul Coates' who was considered to be a bit of a heart throb amongst most middle school girls. "Okay, whatever!" She sighed. "Where we goin' then?"

Mark led off and Joe followed along with Kat and Paul walked behind. Mark led them to a garden fence that had a couple of panels missing. He ducked through and the others followed him into an overgrown garden. Kat was led to a wooden storeroom partially hidden by trees. This too had loose planking which Mark pulled aside and crawled in. Joe held the planks open as Kat followed Mark, then Paul and finally Joe.

Inside the storeroom was dingy and lined with shelves full of gardening paraphernalia that looked like it hadn't been used in many years. A dirty window let in just enough light to see by. The centre of the storeroom was clear save for three old torn garden chairs set in a circle. Empty beer cans and cigarette butts littered the floor confirming that the boys often used this place as a den.

The boys each sat in a chair leaving Kat standing in the middle. "All right!" Joe grinned. "Let's get too it."

Kat suddenly felt very self conscious. "You go first."

"Nah, it was you idea." Joe laughed. "You goin' first."

"I'm not going first!”

"Well I'm not showing you my dick 'less I seen you first." Paul stated.

"Figured she wouldn't do it!" Mark tutted

"You're a candy-ass!" Joe said. "All you middle schoolers are the same, all talk and no action."

"I'm not!" Kat spat.

"Hey, look." Paul reasoned. "Let's do it this way, you take your top off and show your titties so we know you mean it, then we'll show you our dicks at the same time as you show us your pussy. That's fair ain't it!"

Kat figured that was fair enough though she didn't have much to show in the tittie department. "I guess." She shrugged. The boys sat staring at her expectantly as she slowly pulled her turtle neck top over her head. All 3 boys had big grins on their faces as Kat's pink training bra came into view. Her face had turned red and she bit her lip nervously as she reached behind to unclip her bra. She managed to keep her arms crossed in front of her chest as she shrugged the under garment off but realizing she would have to show them anyway, let her arms drop to her side as the bra fell to the floor. She stood topless before them.

All three boys jaws dropped as they gawped. Having only started developing around a year previously, Kat's breasts had progressed from the puffy nipple stage through to small cones and we're now just begining to show the first signs of swelling. Her nipples had also begun to enlarge and darken and the thrill, the excitement from revealing her chest to these boys caused them to tingle and stiffen.

Joe reached out towards a breast but Kat swatted his hand away. "Hey! No touching!" She yelped.

"But we wanna touch them don't we guys!" Joe said. His two friends nodded their agreement.

"No way!" Kat exclaimed as she fought off another attempted grope. "Wasn't part of the deal!"

"We're making it part of the deal." Mark said as he held one of her wrists. "Grab her arms!"

Joe, who was making a third attempt at groping Kat's titties, grabbed the hand that tried to push his away instead. He and Mark held her arms behind her back as she tried to wriggle free from them. Paul instantly took advantage and placed both his hands on Kat's breasts. They felt so warm and soft to him yet there was a firmness to them as well. Her nipples felt hard against his palms.

"Stop it!" She protested. "Don't do that!" But her struggling became less as she felt the heat from Paul's palms on her nipples. Kat gasped as Paul brought his thumbs onto her nipples. She couldn't prevent an excited moan from escaping her lips as he teased them, sending a strong tingling sensation sensation down to her pussy. Kat squirmed with embarrassment at the sudden wave of sexual need that washed over her.

"Hey, it's my turn!" Joe said. He let go of Kat's arm now she'd stopped struggling and reached out to her breasts as Paul stepped back. Kat turned obligingly to face him. He was a little rougher than Paul, handling her firmly which only increased the sensations in her pussy. Kat squeezed he thighs together trying to ease the sexual urge but this only increased her need!

"My turn now!" Mark said as he pulled Kat round so he could get at her breasts. He handled her very roughly, pushing and squeezing as though he was kneading dough.

"Ouch, that hurts!" Kat exclaimed as she twisted away from Mark and stepped back. "That's enough!"

Mark lunged after her but Paul pulled him back. "Cool it asshole!" He warned. "Time we saw her pussy anyway!" Mark shrugged Paul's hand off and scowled menacingly but backed off ungraciously.

There was a pregnant pause as the four kids stood looking at each other expectantly, none wanting to be first. Kat crossed her arms over her breasts self consciously. "Go on then, your turn now." She said.

"All together like we agreed." Paul said. He started unbuckling his belt. "C'mon guys." He urged. His two friends did likewise and together they dropped their pants to their knees as Kat lifted the hem of her skirt up to her waist.

Kat stared at the boys shorts. Joe's we're dark blue boxers, Paul's boxers we're white whilst Mark's gray y-fronts looked grubby and stained. The faint whiff of body odor from Mark got stronger and Kat wrinkled her nose. All three shorts we're tented out showing they all were as sexually stimulated as she was.

The boys were staring at Kat's panties. She, though, was unaware that the thin white fabric, which was slightly damp from her arousal, clung to her revealing the shape of he vulva.

After a minute of staring Paul said "Right, underwear next."

The boys dropped their shorts down to their knees. Kat followed suit but as she lowered her panties the hem of her skirt dropped back down momentarily covering her nudity until she could pull it up again.

Kat was intrigued by the boys dicks. Joe's stood straight out from his body but had a slight upward curve to the shaft. The end of it had a fold of skin out of which a bulbous head with a small slit on the end partly protruded. Paul's looked bigger, being both longer and thicker than Joe's, and was not curved. His stood up at an angle from his body. He had no loose skin on the end and the head was bell shaped. Marks penis was the shortest and had the most loose skin that completely covered the head. His didn't look as rigid as the others either and had a slight droopy appearance.

All three boys had a small bush of pubic hair and what looked like a small bag of loose skin containing something round shaped dangling down behind their dicks.

The boys all gawped at Kat's pussy. Her full labia pressed tightly together forming a neat crease that curved down out of sight between her thighs. Kat's pubic hair was sparse having only started growing a couple of months ago.

"We want to see inside." Paul said. "Can you like, open it or something?"

Kat tucked the hem of her skirt into the waistband so it wouldn't fall back down. Using both hands she pulled her labia apart fully exposing herself to the boys stupified stares.

"Eww! That's gross!" Mark muttered.

"Oh, awesome man!" Was Paul's response.

"So cool!" Joe whispered. All three boys crouched down for a better look at the gentle folds of Kat's labia and the small opening they concealed.

Paul reached out towards Kat's pussy but stopped short. "Can I feel you?" He asked with a lump in his throat.

Kat being curious as to what a dick felt like agreed. "Yeah, I guess, if I can I feel yours too?" She felt like she was in control of the situation now.

Paul took a step closer and waited for Kat who gently touched his shaft and stroked her fingers lightly up and down it's length. Paul then put his hand between Kat's thighs also stroking up and down.

Kat was surprised at how soft and warm Paul's dick felt. She gently held it between her fingers and thumb and discovered how the skin seemed to be loosely stretched over something very firm inside! Glancing at Mark, she saw he was holding his dick in his first and moving it back and forth so she changed her grip on Paul's to mimic that action. Paul moaned in appreciation and began fingering Kat's pussy with more vigour. One of his fingers slipped between her labia rubbing directly on Kat's clit. She gasped, flinching at the sudden onrush of sexual pleasure.

The sudden movement from Kat scared Paul and he quickly pulled his hand away. "So... sorry! Did that hurt?"

"No, it's okay." Kat said as she took his hand, and placed it back between her thighs. She pushed one of his fingers between her labia onto her clit showing him how to caress that sensitive spot.

The two youngsters continued stimulating each other for a few minutes, each one moaning softly. Kat could feel an orgasm building and worried what the boys would think. She knew she ought to stop now but she really didn't want too. She wondered too, what would happen when a boy orgasmed! Do boys even have orgasms? Perhaps she should continue to see what happens. Joe was also stroking his own dick now too and Mark was doing his a lot faster so maybe she'd find out soon.

Joe and Paul we're whispering urgently to each other. "You gonna do it then?" Said Joe.

"Yeah, reckon so. Think she's gagging for it!" Replied Paul.

"Get on with it then, I'm about to blow my load and I want to do her too!" Joe complained.

"Hey! You guys gonna fuck her?" Mark said surprised and a little peeved his friends hadn't let him in on this part of the plan. Kat had only been half aware of the hushed conversation and meaningful glances between Joe and Paul but Mark's comment alerted her that something else was planned!

"Okay, let's do it!" Said Paul. "Get something for her to lie on."

Joe pulled an old cardboard box full of dust sheets off a shelf and took one out. It was liberally splattered with different colored paints and, true to its name, a big cloud of dust was released into the already musty atmosphere in the storeroom.

Kat backed away from Paul crashing into a shelf unit full of paint cans. Paul followed, pushing himself on Kat, his dick sandwiched against her tummy. The shelf unit teetered under their combined weight making the paint cans rattle. Paul moaned as he humped himself against Kat's near naked body. "Hey stop that! What are you doing?" She said.

"We just wanna fuck you, that's all." Paul smiled as he guided her away from the shelf unit and down onto the dust sheet covered floor.

"Oh! Err... I... I'm not sure I want to!" Kat stammered as she lay down. She did want to she realized but not right now, not like this and certainly not all three of them! Well, not Mark anyway. Joe would be okay she thought as Paul lay on top of her.

"It'll be fine, we'll be gentle. You're gonna like it, trust me!" Paul sighed as his dick rubbed up against Kat's pussy. He began humping, trying to aim his dick at her vagina but with little success.

He slipped his hand between their bodies and took hold of his dick, positioning it and holding it steady as he tried again. He thrust his pelvis and his dick pushed into Kat's vagina. He gasped! The warmth and wetness of her tight sheath was far better than he'd ever imagined! "Hey guys, I'm actually fucking her!" He boasted excitedly to his friends. "My dick is so inside her cunt right now!"

"Really!" Exclaimed Mark. "Let us see then.” Both he and Joe knelt by the fornicating couple hoping to catch a glimpse of the action. Paul obliged by leaning to one side allowing his friends to peer at the mesmeric sight of his dick sliding smoothly between Kat's wet, clinging labia. "Fuck, yeah man! That's so cool!" Mark enthused.

"Shit dude!" Joe gasped. "You're fucking her pussy! What's it like?"

"Awesome man!" Paul rolled back fully on top of Kat and resumed fucking her. "You'll find out soon enough."

Kat was surprised by how much Paul's dick filled her up! She'd never expected it to feel quite like this. Whilst it was a bit embarrassing to have Joe and Mark watching she was happy she'd let him do it even though the the floor was hard underneath her. The sensations Paul's dick gave her were so much better than she had ever achieved with her own fingers and she knew she was rapidly approaching her orgasm. The feel of Paul's dick stretching her open, his pubic bone repeatedly banging on her aching clit and his tee shirt rubbing against her sensitive nipples was driving her wild! Suddenly Kat gasped as her orgasm exploded! She threw her arms around Paul, holding on tight to him as her body shook uncontrollably.

Paul felt the sudden onset of Kat's orgasm, he could feel her vaginal muscles contracting repeatedly and this urged him to fuck her faster. Then all of a sudden he too was over the edge, pumping a copious amount of semen into her pussy before he collapsed in post coital bliss.

"C'mon Paul, you done!" Joe urged as he shoved his friend trying to rouse him. "My go now!" Paul dutifully rolled off Kat with a tired groan. Joe positioned himself between Kat's open legs the noticing Paul's cum oozing from Kat's vagina, grabbed her discarded panties and wiped her clean before pushing his dick quickly into her warm wet depths. Already close to his own orgasm he wasted no time humping her roughly.

Kat had hardly any time to catch her breath following the best orgasm she could remember before Joe was on top of her. "Wait, no!" She objected as he slammed himself deep into her vagina. "Wait a minute, not yet!" She tried unsuccessfully to push him off but he was too far down the path to orgasm to stop now!

"Oh fuck yeah!" Mark exclaimed excitedly as he continued to masturbate furiously. "Fuck her hard man! Fuck that little slut cunt!"

"Oh god, yeah! I'm cumming! I'm cumming!" Joe bellowed. He slammed hard into Kat's vagina with each squirt of cum before he too collapsed with exhaustion.

"Move asshole!” Mark said as he pulled at Joe's tee shirt trying to get him off the girl. "C'mon, I'm doing her now!"

As Paul got off her, Kat sat up determined not to let Mark fuck her. "Not now!" She spat. "I need to rest!"

Mark having been jacking off constantly was too close to cumming and was in no mood to wait. He stepped forward intending to push Kat back down to the floor and as he did so his penis touched her cheek. This was all it took to set him off. "Argh god NO!" He wailed as his cum erupted.

Mark's first load smeared Kat's cheek and she pulled back in surprise. The second load hit her nose and dribbled down over her lips and chin. Mark's final jet sprayed Kat's breasts.

Paul and Joe laughed ungraciously at Mark as he sheepishly pulled his shorts up covering his rapidly withering shame.

Just then there was a loud knocking on the window. "Hey! What's going on in there?" A voice called. All four kids froze.

"Fuck, it's old man Hauser!" Gasped Joe. "Quick, RUN!” He and Paul rushed for the loose planks at the back of the store and disappeared through the gap. Mark was delayed by the need to zip his pants but dashed for the gap when he heard a key rattling in the lock.

Kat grabbed her panties and hurriedly pulled them on despite them being wet with Paul's cum. She picked her top up off the floor and searched frantically for her training bra but couldn't see it anywhere. Just then the door burst open and a man rushed in. Kat, knowing she'd been caught, burst into tears with visions of the man calling her mother or worse yet, the cops!

Seeing Mark crawling through the gap in the planking the man lunged past Kat and grabbed the boy's leg. For a moment the two struggled until Mark, kicking wildly, managed to free himself. The man ran back out trying to get around the storeroom past the thick vegetation growing next to it. Kat knew this may be her only opportunity to escape. Giving up on finding the bra she hastily pulled her top on intending to follow Mark through the gap hoping to get to the fence before the man got through the bushes.

"Damn! They got away!" The man exclaimed as he came back in the store before she could escape. Kat burst into tears again. "Oh dear, are you alright miss?" He asked, his voice showing concern. "What were those louts doing to you?"

Kat realized the old man thought she was upset about what had happened to her, not from fear of what her mom would say. She decided to play along hoping he would take pity and let her go so she cried some more.

"Oh my dear girl, you're so upset!" The old man fussed. He looked closely at the gooey substance smeared on her face.

"Come along child, let's get you cleaned up." He led her up to the house and into the kitchen where he sat her down at the kitchen table.

He fetched a bowl of warm soapy water and proceeded to wipe Kat's face. "What's your name child?"

"Katherine."

"Pleased to meet you Katherine, my name is Levy and I'm going to look after you, okay?" Kat nodded and Levy continued. "Do you want me to call your mom?"

"No! No! Please don't call my mom, she'd kill me!" Kat gushed. "It was all my own fault, I shouldn't have gone in there with those boys. My mom would be so cross! I just want to go home."

"Of course you do! How old are you child?"

"Twelve." Kat whispered knowing that was far to young for what she'd been doing.

"Why did you go with those boys?"

"I ...I, er ...they were going to show me their er ...their things, you know!" Kat stammered.

"Oh, I see." Said Levy. "So I guess the price for showing you their dicks was you showing them your pussy, right?" Kat nodded. "Thought so. Guess it all got out of hand though, and they went further than you expected eh?"

"Yes." Kat replied sheepishly.

"Did you like what they did to you?"

"Kinda, I guess." She shrugged. "They were a bit rough though!"

"Hmm, okay." Levy studied her in silence for a few moments. "Well Katherine, if you don't want your mom to find out we'd better get you cleaned up some. You can't go home looking like that."

Kat looked down at herself. Her top was grubby and wrinkled with a big shoe print from one of the boys across the front. It was damp in a couple of places too where Mark's semen had soaked through from her chest. Her skirt looked dusty and she could feel something wet uncomfortably squelching in her panties. Levy was right, she needed to clean up!

"Okay, take the top off." Levy said. "I'll see what I can do with it."

Kat hesitated, not sure she wanted to bare her breasts to this old man. He made an impatient hurry up gesture and she figured there was no other way it was going to get cleaned so she took it off and gave it to him, quicky covering her shame with her arms.

Levy lay the top on the kitchen table and scrubbed at the footprint and semen stains with the damp cloth. Satisfied with his efforts he draped the damp top over a radiator to dry. "Shouldn't take long." He said as he rinsed the cloth. "Are you not wearing a bra yet?"

"I lost it when they took it off me." Kat said.

"Ah, I see! Well, let's get this mess off you then." He gently prised Kat's arms from her chest to wipe her face and breasts.

The warm soapy cloth felt nice against Kat's skin but the texture rubbing on her sensitive nipples caused them to harden. That felt nice too!

Levy put the cloth down and caressed her breasts. "Did those boys touch you here?" Kat nodded. "And did you like it?" He asked.

"Um ...kind of, I guess."

"But they were too rough, right?"

"Yeah, a bit." Kat nodded.

"Hmm, youngsters!" Levy grumbled. "No idea the proper way to treat a girl! Did they hurt you?"

"Er ...a bit I guess." Kat said trying to gain Levy's sympathy.

Levy licked and sucked one of her nipples as he continued caressing the other. "I'll kiss you better." He said swapping from one nipple to the other.

Kat jumped when he sucked her nipples. She thought it was a very odd sort of kissing but it did send waves of pleasure down to her pussy! Levy continued licking and suckling on her for several minutes until Kat began to feel the familiar urge between her thighs and moaned with need.

"Okay, better get your skirt cleaned up." He said pulling her out of the chair. "Give it to me." Kat took her skirt off and handed it over to Levy who gave it a wipe down with the cloth and set by her top to dry. "Hmm, your panties are a mess! I better have them too."

Kat could feel just how wet and clinging they were and after a moment of embarrassed hesitation, gave them to Levy then stood with her hands covering her private place whilst he examined the contents of the panties then rinsed them out under the faucet. They too found a place on the radiator. Levy took the cloth and pushing her hands aside, proceeded to wipe Kat's crotch.

The warm soapy cloth felt soothing to Kat who appreciated the clean feeling. The cum had become uncomfortable! Levy rinsed the cloth several times and continued gently wiping Kat's pussy even after it was obvious there was no more mess to clean. The texture of the fabric stimulated Kat's clit as it had her nipples. She moaned in appreciation and pushed her hips forward.

"Did all three of those boys fuck your pussy?" Levy asked.

"Er ...no." Kat replied shyly. "Only two of them."

"Ah, okay. Did they hurt you?"

"No, not really. I was just a bit sore is all." Kat said.

"Alright then, I'd better kiss it better then." Levy said. "Would you like that?"

Kat couldn't quite believe what he'd just said. Did he really say he would kiss her down there! She'd seen pictures in Jules' dad's porn magazine of men and women with their mouths on each others genitals. It must be a good thing to do she thought. She nodded her agreement though she wasn't sure what would happen.

Levy took the naked child's hand and led her from the kitchen to the living room where he sat her on the couch. "Those boys have probably given you a very one sided insight to to the joys of sexual pleasure." He said. I see it as my responsibility as an adult to correct that misconception." He knelt before her and pushed her knees apart then started kissing her repeatedly on her pussy.

Initially Kat was a little frightened but the kisses we're tender and felt good so she began to relax. Levy then used his tongue to lick Kat's labia. This felt so good that Kat moaned and opened her legs wider, pushing herself up to meet Levy's wriggling tongue.

Levy sensed Kat's growing excitement! He licked and sucked on her labia and clit making her squirm. He rolled his tongue and pushed it into the wet opening to her vagina and tasted her sweet nectar tainted with the musty remnants of the boys semen.

Kat's legs were quivering and her hips shook as she cried out with pleasure. Levy continued licking her throughout, flicking his tongue rapidly over her clit and Kat was amazed at the strength of her orgasm. Surely it couldn't get any better than this she thought. Kat felt hot and drained and her whole body ached and still Levy kissed her pussy though now they were once again gentle tender kisses as she gradually relaxed in post orgasmic bliss.

"Well, it seemed to me that you quite enjoyed that, yes?" Asked Levy.

Kat blushed as she nodded.

"Sadly this way of pleasuring a young girl such as yourself is not something boys around your own age are too familiar with." Levy explained. "They're too concerned with getting themselves off!" Levy stood and pulled his pants and shorts down to his knees, exposing himself to Kat's wide eyes. "Did the boys let you have a look at their dicks before fucking you?"

Kat nodded again as she looked at Levy's dick bobbing in front of her face. It looked a bit longer than any of the boy's and stood straight out. The head had no covering of skin just like Paul's.

"You can explore my dick if you'd like." Levy took Kat's hands encouraging her to caress his shaft. "Feel that sack underneath, that is my scrotum. Can you feel two large lumps inside."

Kat nodded. "Oh yeah!"

"Those are called testicles. Boys usually refer to them as their balls. That's where cum is produced, that gooey white stuff I cleaned off you earlier."

Kat marveled at how soft, warm and wrinkly the skin was yet his two testicles felt firm within. She squeezed them gently.

"Ooh, careful Katherine, they're very tender!" Levy winced.

"Oh, sorry!" Kat apologized letting go of Levy's scrotum.

"That's okay." Levy stroked Kat's hair reassuringly. "Now Katherine, are you having your monthly periods yet?"

"No, not yet." Kat replied shyly.

"Okay, at twelve years old though it'll be very soon now." Levy said. "You need to be careful as I'm sure you understand and not let the boys cum inside you without a condom, at least until you can take the pill." Kat nodded. "Now I think it best I teach you some things about sex so you don't get caught up in an awkward situation like you did. First I'll show you how to pleasure a boy when he has no condom because he'll try to persuade you to let him fuck you with promises of pulling out before he cums, but they never do. Do this for them and I guarantee they'll be very happy and will forget about fucking you."

Levy then pulled Kat's head forward and the tip of his dick rubbed her cheek. He told her to open her mouth and suck him. Kat having seen the pictures in the porn magazine had some idea how it went and Levy encouraged her to lick and caress him as he thrust gently into her mouth.

"Oh my god! You're very good at this Katherine." Levy gasped. "I think you'll be very popular with the boys."

Kat felt good, pleased she was doing it well enough to be popular. His dick did stretch her lips some but the salty taste of the clear liquid that oozed from him as she explored the large bell shape with her tongue wasn't too bad and though he was starting to thrust harder and deeper she found she was still able to maintain some control by holding onto his shaft with both hands.

"Ohhh yes! You're a great little cocksucker!" Levy moaned. "God I'm going to cum! I'm going to shoot into your mouth Katherine! Keep on sucking and swallow all of it."

Kat was just wondering what he meant when she felt the first flood of warm salty slime erupt onto her tongue. It took her by surprise and she tried to pull away but Levy held her head firmly. The gooey stuff was rapidly filling her mouth and she swallowed reflexively only to have her mouth filled again and again. Kat kept on swallowing until there was no more and Levy released her as he staggered back. She coughed a couple of times in shock, realising she'd just swallowed Levy's cum, the same slimy white stuff that had squirted from Mark's dick and splashed over her face and breasts!

"That was very well done Katherine!" Levy sighed contentedly as he recovered. "You're definitely going to be a hit with skills like that!"

Kat smiled, happy to have learned a new skill.

"Okay, next I'm going to teach you how to use a condom." Levy took her by the hand and led her upstairs. "You might think a condom is the boy's responsibility and you're not wrong." He explained. "It is he who should provide it but if you put it on his dick not only will this please him but you're the one who'll be in control of the situation." They arrived in the bedroom. Levy lay face up on the bed and Kat knelt next to him. He took a small square plastic packet from the bedside drawer and handed it to the young child. "Have you ever seen a condom before?"

Kat shook her head. The little blue packet had 'Trojan' written on it and it seemed to contain something ring shaped.

"Open the packet by tearing it here." Levy pointed. Kat ripped the packet open and pulled the strange ring out. It felt slightly slimy to touch and smelled of rubber. Levy explained how she should hold the tip between her thumb and forefinger, place it on the head of his dick the unroll it down his shaft.

Kat was surprised, she had assumed it would go on much like a glove goes on a hand but she saw how this unrolling technique made it easy to do. The rubber felt very thin and she could easily feel the heat emanating from his dick.

"Well done Katherine." Levy said. "Now, another tip I can give you is to be on top because, again you'll feel more in control of the situation. So try it now, sit on top of me and put my dick in your pussy."

Kat thought Levy's dick was far too big to fit inside her but she tried anyway, placing the condom covered head between her labia. Levy pushed gently up and eased his dick into Kat's vaginal opening.

"Now let yourself down onto my dick." Levy said. "Take your time, remember you're in complete control, you go at your own pace and enjoy your self."

Levy's dick slowly penetrated Kat's vagina as she lowered herself into him. It felt tight! She was being stretched open further than she believed possible but it didn't feel uncomfortable. In fact it felt pretty good she thought! Once she had gone as far as she could, Kat saw Levy's dick was half way in. She lifted herself up a bit then sank down again. Levy helped by pushing up into her and after a few minutes she was taking most of him.

Levy toyed with Kat's small breasts as she rode him. She closed her eyes and moaned. Levy sensed she was nearing orgasm and gradually increased speed, pushing harder and deeper into her young pussy. Kat gasped and fell onto his chest as her body convulsed in orgasmic pleasure. Levy wasn't far off from his own orgasm, the pulsating sensations coming from Kat's vagina we're driving him wild!

He rolled over with Kat underneath and fucked her wildly, his thighs slapping loudly on her bottom. "Oh, FUCK!" Levy roared. "Oh god your cunt is SO tight!"

This sudden assault was becoming uncomfortable for Kat and she cried out! "Ahhhh! Ow! Ouch!" With each if his thrusts. Finally Levy came! His final three or four thrusts being particularly forceful as he emptied his load into the condom.

Levy rolled off Kat panting with exhaustion. His shrinking dick slipping out of her vagina, the condom dangling with the weight of cum. Kat's pussy felt sore but she also felt sated, having been fucked three times in less than an hour.

Later, back in Levy's kitchen, Kat got dressed but without her panties because they were still too wet to wear. Levy escorted her to his front door. "I'd really like to kiss your pussy and fuck you again Katherine, if you'd like me to." He smiled.

"Hmm, maybe." Kat shrugged noncommittally.

"If you want to come back tomorrow after school your panties will be dry and I'll see if I can find your bra in my outhouse." Levy offered.

"Oh, Okay I'll see." She called as she walked gingerly away. The thought of what may happen if she did go back to Levy's though, caused her vagina to tingle in anticipation. It was getting late and her mom would be home from work and wondering where she was. She tried to walk a little faster

Maybe I will go back too she smiled.